Exhibit
10-M
SELECT
RETIREMENT PLAN
Amended
through October 1, 2006
Section
1. Introduction.
On June
9, 1994, the Company established this Plan for the purpose of providing
voluntary retirement incentives to selected U.S. Company employees who are
assigned to Leadership Levels 1 through 5 of the Company, or their equivalent,
constituting a select group of management or highly compensated employees.
Section
2. Definitions.
As used
in the Plan, the following terms shall have the following meanings,
respectively:
|
2.01
|
"Benefit
Equalization Plan"
or
"BEP"
means the Ford Motor Company Benefit Equalization Plan, as it may
be
amended.
|
|
2.02
|
"Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford
Motor
Company as, with the consent of Ford Motor Company, shall have adopted
this Plan.
|
|
2.03
|
"Contributory
Service"
means, without duplication, the years and any fractional year of
contributory service at retirement, not exceeding one year for any
calendar year, of the Eligible Executive under the General Retirement
Plan.
|
|
2.04
|
"Credited
Service"
means, without duplication, the years and any fractional year of
credited
service at retirement, not exceeding one year for any calendar year,
of
the Eligible Executive under the General Retirement
Plan.
|
|
2.05
|
"Deferred
Equalization Plan"
or
"DEP"
means the Ford Motor Credit Company Deferred Equalization Plan, as
it may
be amended.
|
|
2.06
|
"Eligible
Executive"
means a full time Company employee who
is
|
| (i) |
at
least age 55 as of the Retirement Effective Date, except as otherwise
provided in Section 8, and who has at least ten years of service
recognized for eligibility to receive a benefit under the General
Retirement Plan as of the Retirement Effective
Date,
|
| (ii) |
assigned
to Leadership Levels 1 through 5 of the Company, or their equivalents,
|
| (iii) |
selected
by the Company to participate in the Select Retirement Plan,
and
|
| (iv) |
in
good standing as of the last day of
employment.
|
|
An
Eligible Executive shall not include a Company employee who is an
employee
of Jaguar Cars, a division of the Company, until such an employee
becomes
a participant in one or more of the Retirement Plans, and then only
to the
extent of service recognized under such Retirement Plans for benefit
calculation purposes.
|
|
2.07
|
"Executive
Separation Allowance Plan" or
"ESAP"
means the Ford Motor Company Executive Separation Allowance Plan,
as it
may be amended.
|
|
2.08
|
"General
Retirement Plan"
or
"GRP"
means
the Ford Motor Company General Retirement Plan, as it may be
amended.
|
|
2.09
|
"Internal
Revenue Code" or "Code"
means the Internal Revenue Code of 1986, as amended from time to
time.
|
|
2.10
|
"Plan"
means the Select Retirement Plan of Ford Motor Company, as it may
be
amended.
|
|
2.11
|
"Retired
Executive"
means an Eligible Executive who retires from the Company under the
terms
and conditions of this Plan on the Retirement Effective Date.
|
|
2.12
|
"Retirement
Effective Date"
means the date designated by the Company. Such Retirement Effective
Date
shall be only on the first of a month. For purposes of determining
the
minimum 15% improvement described in Section 5.01, if a Retired Executive
commences receiving a GRP benefit on or after the date on which the
Retired Executive attains age 65, Retirement Effective Date means
the date
the Retired Executive commences receipt of the GRP
benefit.
|
|
2.13
|
"Retirement
Plans"
means the General Retirement Plan, the Benefit Equalization Plan,
the
Supplemental Executive Retirement Plan, the Executive Separation
Allowance
Plan and the Deferred Equalization
Plan.
|
|
2.14
|
"Select
Benefits" means
the retirement benefits described in Section 5 of this
Plan.
|
|
2.15
|
"Separation
From Service"
means termination from Company
employment.
|
|
2.16
|
"Specified
Employee " means
an employee of the Company who is a Key Employee
as defined in Code Section 416(i) without regard to paragraph 5 thereof.
A
Specified Employee shall be identified as of December 31st
of
each calendar year and shall apply to any Specified Employee who
shall
incur a Separation From Service in the 12-month period commencing
January
1, of the immediately succeeding calendar year. This provision is
effective for Specified Employees who incur a Separation From Service
on
or after January 1, 2005.
|
|
2.17
|
"Subsidiary"
shall mean, as applied with respect to any person or legal entity
specified, (i) a person or legal entity with a majority of the voting
stock of which is owned or controlled, directly or indirectly, by
the
person or legal entity specified or (ii) any other type of business
organization in which the person or legal entity specified owns or
controls, directly or indirectly, a majority
interest.
|
|
2.18
|
"Supplemental
Executive Retirement Plan"
or
"SERP"
means the Ford Motor Company Supplemental Executive Retirement Plan,
as it
may be amended.
|
Section
3. Agreement to Participate
| 3.01 |
Effective
Agreement.
An Eligible Employee who is eligible to receive Select Benefits under
the
Plan must submit to the Company a completed and signed agreement
stating
that his or her participation in the Plan is voluntary prior to receiving
such Select Benefits. The Company shall provide a form agreement
for this
purpose and no other agreement or form shall be used for this
purpose.
|
| 3.02 |
Revocation
of Agreements.
An Eligible Executive may revoke an agreement provided in accordance
with
Section 3.01 by giving written notice to the Company no later than
seven
(7) days after the date on which the Eligible Executive submitted
a signed
agreement to the Company in accordance with Section 3.01. The
Company shall
provide a revocation form for this purpose and no other revocation
or form
shall be used for this purpose.
|
Section
4. Eligibility for Retirement Plans.
The
eligibility of an Eligible Executive to receive a benefit under this Plan shall
be determined in accordance with the provisions of the Retirement Plans after
giving effect to the following adjustments:
Eligibility
Service under the SERP shall be adjusted by adding three years of Eligibility
Service to the years of Eligibility Service the Eligible Executive has attained
as of the Retirement Effective Date; and
For
purposes of meeting the minimum eligibility requirements under Section
3
of ESAP,
(i) three years of Executive Roll service shall be added to the Eligible Retired
Executive's Executive Roll Service as of the Retirement Effective Date, and
(ii)
three years of Contributory Service shall be added to the Eligible Executive's
years of Contributory Service as of the Retirement Effective Date, without
the
requirement of employee contributions.
In
the
event an Eligible Executive becomes eligible to receive a benefit under this
Plan solely because of the service adjustments described above, the Select
Benefits shall be calculated as provided in Section 5 below and shall be payable
exclusively under this Plan rather than SERP or ESAP, as
applicable.
Section
5. Calculation of Select Benefits.
| 5.01 |
GRP
Select Benefits. The
GRP Select Benefit payable to a Retired Executive shall be an amount
equal
to the difference between (X) and (Y) where (X) is the GRP benefit
determined under the terms of the GRP after giving effect to the
following
adjustments:
|
Add
three
years to the Retired Executive's attained age as of the Retirement Effective
Date only for the purpose of determining the applicable early retirement
reduction factors set forth in Appendix G to the GRP and three years to the
Retired Executive's years of Contributory Service as of the Retirement Effective
Date, without the requirement of employee contributions; and
Final
Average Monthly Salary for a Retired Executive under the terms of this Plan
shall be determined as if the Retired Executive had been a Contributing member
and received Contributory Service for three additional years after the
Retirement Effective Date at the Retired Executive's Salary in effect as of
the
date immediately preceding the Retirement Effective Date;
and
(Y)
is the GRP benefit determined under the terms of the GRP in effect as of the
Retirement Effective Date, regardless of whether an application for GRP benefits
has been submitted or GRP benefit payments have begun.
The
GRP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the GRP benefit
determined under the terms of the GRP in effect as of the Retirement Effective
Date. If the Retired Executive's benefit under the GRP is redetermined at Age
62
and One Month, the GRP Select Benefit shall be redetermined and adjusted such
that the GRP Select Benefit shall be an amount equal to at least a fifteen
percent (15%) improvement to the GRP benefit redetermined under the terms of
the
GRP then in effect as of the redetermination date.
|
5.02
|
SERP
Select Benefits.
The SERP Select Benefit applicable to a Retired Executive who is
otherwise
eligible, or who becomes eligible, for a SERP benefit under the terms
of
the SERP in effect as of the Retirement Effective Date, as modified
by
Section 4 of this Plan, shall be an amount equal to the difference
between
(X) and (Y) where (X) is the SERP benefit determined under the terms
of
the SERP after giving effect to the following
adjustments:
|
Add
three
years to the Retired Executive's attained age as of the Retirement Effective
Date and three years of Credited Service to the Retired Executive's years of
Credited Service as of the Retirement Effective Date; and
The
Final
Five Year Average Base Salary for a Retired Executive receiving Credited Service
immediately preceding his or her Retirement Effective Date under the terms
of
this Plan shall be determined as if the Retired Executive had continued to
receive Credited Service for three additional years after the Retirement
Effective Date at the Retired Executive's Monthly Base Salary;
and
(Y)
is the SERP benefit determined under the terms of the SERP in effect as of
the
Retirement Effective Date.
The
SERP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the SERP benefit
determined under the terms of the SERP in effect as of the Retirement Effective
Date.
|
5.03
|
ESAP
Select Benefits.
The ESAP Select Benefit applicable to a Retired Executive who is
otherwise
eligible, or who becomes eligible, for an ESAP benefit under the
terms of
the ESAP in effect as of the Retirement Effective Date, as modified
by
Section 4 of this Plan, shall be an amount equal to the difference
between
(X) and (Y) where (X) is the ESAP benefit determined under the terms
of
the ESAP in effect as of the Retirement Effective Date after giving
effect
to the following adjustments:
|
Add
three
years to the Retired Executive's attained age as of the Retirement Effective
Date; and
Add
three
years of service to the Retired Executive's years of service as of the
Retirement Effective Date;
and
(Y)
is the ESAP benefit calculated under the terms of the ESAP in effect as of
the
Retirement Effective Date.
The
ESAP
Select Benefit determined as of the Retirement Effective Date shall be an amount
equal to at least a fifteen percent (15%) improvement to the ESAP benefit
determined under the terms of the ESAP in effect as of the Retirement Effective
Date.
The
amount of any ESAP Select Benefit determined for any Leadership Level 1 or
2
employee (or such employee's eligible surviving spouse) shall be reduced by
any
GRP Select Benefit determined for such Leadership Level 1 or 2 employee (or
such
employee's eligible surviving spouse).
|
5.04
|
DEP
Select Benefits.
The DEP Select Benefit applicable to a Retired Executive who is otherwise
eligible for a DEP benefit under the terms of the DEP in effect as
of the
Retirement Effective Date, shall be an amount equal to the difference
between (X) and (Y) where (X) is the DEP benefit determined under
the
terms of the DEP after adjusting Final Average Monthly Salary as
if the
Retired Executive had been a Contributing member and received Contributory
Service for three additional years after the Retirement Effective
Date at
the Retired Executive's Salary and (Y) is the DEP benefit determined
under
the terms of the DEP in effect as of the Retirement Effective
Date.
|
Section
6. Payment of Select Benefits.
|
6.01
|
Except
as otherwise provided herein, payment of Select Benefits determined
under
Section 5 shall commence on the first day of the month following
the date
that is the later of the date on which the Eligible
Executive:
|
| (a) |
reaches
at least age 55 with 10 years of service, except as otherwise provided
in
Section 8.02; or
|
| (b) |
has
a Separation From Service.
|
| 6.02 |
Select
Benefits shall be payable monthly from the Company's general
funds.
|
|
6.03
|
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service, payment of any Select Benefit accrued
or
vested after December 31, 2004 shall commence no earlier than the
first
day of the seventh month following their Separation From Service.
Any
payment delayed under this Section shall not bear
interest.
|
|
6.04
|
Payments
to a Retired Executive shall cease at the end of the month in which
the
Retired Executive dies. Except as otherwise provided herein, survivor
benefits, if any, payable with respect to any Select Benefits provided
under this Plan shall be determined in accordance with the applicable
Retirement Plan, other than the GRP, after giving effect to any applicable
adjustments. Survivor benefits payable with respect to GRP Select
Benefits
shall be paid monthly to a Retired Executive's surviving spouse or
other
beneficiary designated by the Retired Executive in an amount equal
to the
monthly GRP Select Benefit payment, determined in accordance with
Section
5.01, that otherwise would have been payable to the deceased Retired
Executive, after giving effect to any applicable adjustments. Any
such
survivor benefits paid with respect to GRP Select Benefits shall
cease at
the death of the surviving spouse or other designated
beneficiary.
|
Section
7. Administration of Select Benefits.
Except
as otherwise specifically provided in this Plan, the Select Benefits
attributable to the Retirement Plans shall be administered by the Company in
the
same manner as if the Select Benefits were payable directly from such Retirement
Plans. This means that the underlying eligibility rules (except as modified
by
Section 4 of this Plan), vesting rules, earning out provisions and survivorship
provisions of the Retirement Plans, if any, shall apply to the Select Benefits
as if such provisions were fully incorporated in this Plan.
Section
8. Reduction of Minimum Age Eligibility.
|
8.01
|
Authority
to Reduce Minimum Age Eligibility. The
Executive Chairman of the Company shall have the authority, from
time to
time in his or her sole and absolute discretion, to reduce the minimum
age
eligibility specified in Section 2.06(i) of the Plan from age 55
to age
52.
|
|
8.02
|
Under
Age 55 Select Benefits.
If
an Eligible Executive becomes eligible to receive a Select Benefit
under
this Plan pursuant to Section 8.01, the Select Benefits shall be
calculated as provided in Section 5 above. When a benefit becomes
payable
to the Eligible Executive under the Retirement Plans, the amount
of the
Select Benefits shall be reduced by the amounts payable from such
other
Retirement Plans.
|
|
8.03
|
Subsidiary
Retirement Plans.
If
an Eligible Executive under age 55 would have become eligible for
a
regular early retirement benefit from a Subsidiary's retirement plan
if he
or she had remained in Subsidiary employment until the minimum age
or
service eligibility requirements under such Subsidiary's plan were
met,
this Plan shall pay the equivalent Subsidiary early retirement benefit
that otherwise would have been paid if the minimum eligibility
requirements were met on the Retirement Effective Date. The payment
shall
cease at such time as the regular early retirement benefit from the
Subsidiary's plan becomes payable. If the Subsidiary's plan shall
pay only
a deferred vested benefit at age 55, the payment shall cease at death
of
the Eligible Executive. Survivor benefits, if any, shall cease at
death of
the Surviving Spouse. Any payments payable under this Plan shall
be
reduced by the amount of the deferred vested or survivor's benefit
payable
under such Subsidiary's plan. The amounts payable pursuant to this
paragraph shall be in addition to any other Select Benefits that
otherwise
may be payable under this Plan.
|
Section
9. General Provisions.
|
9.01
|
Plan
Administration and
Interpretation.
|
|
(a)
|
Notwithstanding
any other provisions of the Plan to the contrary, the terms of the
Plan
shall determine the benefits payable to an Eligible Executive and
no
Eligible Executive shall be permitted to receive a benefit under
the Plan
that would be inconsistent with such
terms.
|
|
(b)
|
The
Group Vice President - Corporate Human Resources and Labor Affairs
and the
Executive Vice President and Chief Financial Officer shall have full
power
and authority on behalf of the Company to administer and interpret
the
Plan. In the event of a change in a designated officer's title, the
officer or officers with functional responsibility for the Retirement
Plans shall have the power and authority to administer and interpret
the
Plan. All decisions with respect to the administration and interpretation
of the Plan shall be final and binding upon all
persons.
|
|
9.02
|
Local
Payment Authorities. The
Vice President and Treasurer and the Assistant Treasurer (or in the
event
of a change in title, their functional equivalent) may act individually
to
delegate authority to administrative personnel to make benefit payments
to
employees in accordance with plan
provisions.
|
|
9.03
|
Deductions.
The Company may deduct from any payment of Select Benefits to a Retired
Executive all amounts owing to it by such Retired Executive for any
reason, and all taxes required by law or government regulation to
be
deducted or withheld.
|
|
9.04
|
No
Contract of Employment.
The Plan is an expression of the Company's present policy with respect
to
Eligible Executives. It is not a part of any contract of employment.
No
Eligible Executive, Retired Executive or any other person shall have
any
legal or other right to any Select
Benefit.
|
|
9.05
|
No
Company Reemployment. A
Retired Executive shall not be eligible for reemployment by the Company
either directly or indirectly through an agency or otherwise. This
includes, but is not limited to, employment of a Retired Executive
by the
Company as a supplemental employee, independent contractor, consultant,
advisor, or agency employee, regardless of the length of employment.
It
also includes employment of a Retired Executive by a sole or single
source
supplier to the Company, or employment by any supplier of the Company
if
the responsibilities of the Retired Executive relate primarily to
the
Company's business with the supplier, and are not merely incidental
to the
performance of the Retired Executive's other job duties. A review
panel
consisting of at least two representatives from Human Resources and
one
representative from the Office of the General Counsel shall be established
to review Retired Executive's requests for reemployment. The Retired
Executive shall furnish to the Review Panel such information about
the
proposed employment as is reasonably requested to enable the Review
Panel
to evaluate the request. The Review Panel shall have sole and absolute
discretion to determine whether the request for reemployment violates
this
provision. Decisions of the Review Panel are final and binding on
all
parties and are not subject to further
review.
|
|
The
reemployment condition may be waived by the Executive Personnel Committee
(EPC) if the proposed employment advances the strategic interests
of the
Company or is otherwise determined to be in the best interests of
the
Company provided that, under the waiver, the employment arrangement
does
not permit the Retired Executive to perform 50% or more of a full-time
position and he/she receives less than 50% of any compensation earned
during the final three full calendar years of employment (or if less,
such
lesser period).
|
|
In
the event a Retired Executive becomes reemployed in violation of
this
provision without obtaining a waiver, the EPC may suspend Select
Benefits
retroactively to the date of reemployment and recover amounts overpaid
from the Retired Executive's non-qualified benefits, if any, or any
other
source permitted by law. The EPC also may terminate a Retired Executive's
future eligibility for Select Benefits or take any other action reasonably
necessary, in the EPC's sole discretion, to enforce the provisions
of this
Section.
|
|
9.06
|
Select
Benefits Not Funded.
The Company's obligations under this Plan are not funded. Select
Benefits
under this Plan shall be payable only out of the general funds of
the
Company.
|
|
9.07
|
Continuing
Plan.
The Plan shall be an ongoing Plan and shall be made available at
the
discretion of the Company. The Company may designate certain periods
within a calendar year in which offers of Select Benefits may be
made and
may provide that no offers of Select Benefits may be accepted before
or
after designated dates within a calendar year. The Company also may
limit
the offer of Select Benefits to those within a designated salary
roll or
band. Select Benefits may be combined with additional types of termination
incentives upon the direction of the Company. Provisions of such
other
termination incentives are not governed by the terms of this
Plan.
|
|
9.08
|
Governing
Law.
Except as otherwise provided under federal law, the Plan and all
rights
thereunder shall be governed, construed and administered in accordance
with the laws of the State of
Michigan.
|
|
9.09
|
Amendment
or Termination.
The Company reserves the right to modify or amend, in whole or in
part, or
to terminate this Plan, at any time without
notice.
|
|
9.10
|
Terms
Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the
same
meanings ascribed to such terms under the applicable Retirement Plans.
|
Section
10. Code
Section 409A.
With
respect to benefits accrued or vested after December 31, 2004, the Company
reserves the right to take such action, on a uniform basis, as the Company
deems
necessary or desirable to ensure compliance with Code Section 409A, and
applicable additional regulatory guidance thereunder, or to achieve the goals
of
the Plan without having adverse tax consequences under this Plan for any
employee or beneficiary.
After
receipt of Plan benefits accrued or vested after December 31, 2004, the
obligations of the Company with respect to such benefits shall be satisfied
and
no Eligible Executive, surviving spouse, or beneficiary shall have any further
claims against the Plan or the Company with respect to Plan benefits accrued
or
vested after December 31, 2004.
Section
11. Claim for Benefits
|
11.01
|
Denial
of a Claim. A
claim for benefits under the Plan shall be submitted in writing to
the
plan administrator. If a claim for benefits or participation is denied
in
whole or in part by the plan administrator, the Eligible Executive
will
receive written notification within a reasonable period from the
date the
claim for benefits or participation is received. Such notice shall
be
deemed given upon mailing, full postage prepaid in the United States
mail
or on date sent electronically to the claimant. If the plan administrator
determines that an extension of time for processing is required,
written
notice of the extension shall be furnished to the Eligible Executive
as
soon as practical.
|
|
11.02
|
Review
of Denial of Claim.
In the event that the plan administrator denies a claim for benefits
or
participation, an Eligible Executive may request a review by filing
a
written appeal to the Group Vice President - Corporate Human Resources
and
Labor Affairs and the Executive Vice President and Chief Financial
Officer, or their designee(s), within sixty (60) days of receipt
of the
written notification of denial. The appeal will be considered and
a
decision shall be rendered as soon as practical. In the event a time
extension is needed to consider the appeal and render the decision,
written notice shall be provided to the Eligible Executive notifying
them
of such time extension.
|
|
11.03
|
Decision
on Appeal. The
decision on review of the appeal shall be in writing. Such notice
shall be
deemed given upon mailing, full postage prepaid in the United States
mail
or on the date sent electronically to the Eligible Executive. Decisions
rendered on the appeal are final and conclusive and are only subject
to
the arbitrary and capricious standard of judicial
review.
|
|
11.04
|
Limitations
Period. No
legal action for benefits under the Plan may be brought against the
Plan
until after the claims and appeal procedures have been exhausted.
Legal
actions under the Plan for benefits must be brought no later than
two (2)
years after the claim arises. No other action may be brought against
the
Plan more than six (6) months after the claim
arises.
|